Interventionist shareholders are now the norm: private advocacy, proposals, vote no campaigns, activism.

Situations

Proxy Voting Issues

Shifting regulation, the rise of proxy advisors, and the onslaught of activist investors are forcing corporations to rethink their corporate governance.

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Proxy Voting Issues and Beyond

With stewardship codes worldwide demanding greater dialogue between boards and investors, coupled with the dramatic increase in activism and shareholder rights, boards need specific counsel to navigate the new corporate governance paradigm.

Teneo’s corporate governance specialists provide advisory services customized to meet clients’ specific needs. We provide assistance to executives and board leaders with advice from a uniquely-wide variety of perspectives including: the C-suite, investors, proxy advisors, activists, financial advisors and bankers, and regulators. Unlike many other corporate governance advisors, Teneo can not only assist clients in times of crisis, but can also advise on proactive strategies to strengthen overall corporate governance practices, proxy disclosure and investor engagement and mitigate the risk of contested situations.

Proxy Assessment

Contested Meetings

Investor & Proxy Engagement

Proxy statement best practices are constantly evolving to keep pace with the ever-changing demands and regulations put forth by the U.S. Securities and Exchange Commission. In order to match these requirements and to truly resonate with investors, proxy statements are no longer just disclosure documents, they must act as a vessel to communicate the company story.

Teneo’s experts review proxy statement disclosures and can provide support and recommendations for best positioning a company’s governance practices and executive compensation program. We assist companies in crafting consistent messaging across the board by looking at not only the proxy statement, but also a company’s website, its corporate governance guidelines, and the board committee charters. We work with clients on best practice disclosures, communications to shareholders, managing media, and advising the company throughout the proxy process and shareholder meetings. We can partner with the client, its service providers, and other Teneo divisions, to drive proxy statement re-design as part of a holistic communications program.

Companies already in the midst of a contested situation have an opportunity to react in a manner that will not only diffuse the threat, but also engage in a way that presents a solid and united front that fortifies the support of investors and other key stakeholders.

Teneo works with companies to help them respond to and navigate contested situations in a way that will clearly articulate company strategy and garner support from all key stakeholders. Our advisory services in this area include: developing proxy materials that build shareholder support for a company’s position; developing communication plans designed to convey the right messages to key players at institutional investors; and creating bespoke engagement strategies for each investor and proxy advisor.

The balance of power between shareholders and companies has shifted. Investors expect companies to demonstrate their strengths and articulate their corporate governance practices with more depth and clarity than ever before. Effective communication of a company’s long-term strategic plan to investors is imperative, and it must also resonate with investors and proxy advisors in the near-term as they consider the company’s proposals at annual or special shareholder meetings.

Teneo’s governance experts understand investors’ and proxy advisors’ viewpoints and policies and can advise companies how to: develop and implement an effective shareholder engagement process; prepare and deliver a governance roadshow from an investor or proxy advisor perspective; engage effectively with proxy advisors; and identify and navigate potential areas of questions, criticism or push-back.

Basil Towers

Director, Blue Rubicon

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